Item 8.01 Other Events.
Trinity Industries, Inc. (the "Company") has notified Wells Fargo Bank, National
Association (the "Trustee") pursuant to the Indenture dated as of June 7, 2006
between the Company and the Trustee (the "Indenture") that the Company's 3.875%
Convertible Subordinated Notes due 2036 (CUSIP No. 89 6522 AF 6) (the "Notes")
have become convertible as a result of the last reported sales price of the
Company's common stock equaling or exceeding 130% of the applicable conversion
price for at least 20 of the last 30 consecutive trading days ending March 31,
2014. Subject to the terms of the Indenture and the Notes, holders may convert
their Notes during the period from April 1, 2014 to June 30, 2014. The Indenture
is filed as an exhibit to the Company's Form 8-K filed on June 7, 2006.
The current conversion rate of the Notes is 19.7262 shares of the Company's
common stock per $1,000 principal amount of the Notes. Upon conversion in
accordance with the terms of the Indenture and the Notes, a holder will be
entitled to receive cash and, to the extent that the "Daily Conversion Value"
(as defined in the Indenture) exceeds $50.00, such whole number of shares of
common stock as set forth in the Indenture and the Notes. In addition, the
Company has the option to make the entire conversion payment in cash.
The Notes may continue to be convertible after June 30, 2014 if one or more
conditions specified in the Indenture are satisfied during future measurement
periods.